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The transfer of shares & partners in the SARL

The SARL (French Ltd) must not be too limited, which would prevent a partner from transferring his shares, but must not be too open in order to avoid speculation and the entry of undesirables.


The SARL and the transfer of shares by Blendy digital accountant expert Pennylane


 In France, the transfer of shares therefore follows an approval procedure  which limits the transferor's choice of transferee while preserving his freedom to transfer his shares .

Scope of approval

In Frence, the approval of the transferee is required when the transfer is made for the benefit of a third party to the company. Approval is necessary regardless of the type of transfer of property by private title (voluntary or forced, in the case of exchange or donation).


Transfers made between spouses or between ascendants and descendants are in principle excluded from the scope of application of the approval. The shares are also freely transferable by inheritance or community liquidation.


However, it may be required even in the event of transfer or transmission of shares to a spouse, ascendant or descendant. If transfers between partners are, in principle, free, the statutes may provide that the legal approval procedure will be applicable in this case too.


Ultimately, approval has a vast legal scope of application which can be extended by the statutes to all transfers and transfers of shares to all transferees.

The approval procedure

The French legal approval procedure applies to all transfers requiring approval, whether the latter is imposed by law or by the statutes.


Its progress is as follows:

  • the transferor must establish a transfer plan  including the name of the intended transferee, the number of shares transferred, the price and the date of transfer;


  • notification  of the proposed transfer to the company and the partners: in principle, it is the transferor who must notify, but the transferee can validly make the notification; the penalty for failure to notify is the nullity of the transfer, without it being possible to confirm it.


  • the partners' decision  : the manager who receives the notification must consult the partners. Approval is given by a double majority: the approval decision is taken by a majority of the partners (by head), representing at least half of the shares (the majority in shares was previously 3/4). The statutes may, however, provide for a stronger majority. The decision to approve as well as the refusal of approval must be made within three months from the last notification, failing which approval is deemed acquired.


Finally, in the event of refusal of approval, the transferor is not a prisoner of his securities: the company is required to have them acquired or to acquire them, within a period of  3 months from refusal, if the transferring partner has held his shares for more than two years. The deadline can be extended by a maximum of 6 months by the judge at the request of the manager. The price of the shares is fixed according to expert opinion.

 

Three “new features” in the approval procedure:


  • The transferor's right to repent , in the event of refusal of approval by the prospective transferee. The company will be obliged to acquire or have acquired (by an approved third party or one or more partners) only if the transferor does not renounce the transfer.


  • the appraisal costs for determining the transfer price are the responsibility of the company.


  • the partners' response time may be extended by the judge by six months in the event of refusal of approval.

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